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Share Issuance and Disposal5967TONE CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 58,000 common shares from its treasury shares to 3 directors as restricted stock compensation. In principle, the shares may not be transferred for 30 years from the payment date.

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Direction
Neutral
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Scale
58000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much58,000Shares

58,000 common shares of the Company (treasury shares)

3 directors (excluding directors who are Audit and Supervisory Committee members)58,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥456 per share
Total issue value

¥26,448,000

Amount of funds to be raised
Total payment amount: ¥26,448,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Annual amount of up to ¥60 million as restricted stock compensation
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
30 years from 18 September 2026 to 17 September 2056
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient has continuously remained a director of the Company through the date of the first annual general meeting of shareholders held after delivery of the shares. The restrictions may also be lifted upon retirement or resignation in certain circumstances, or in the event of a corporate reorganization, subject to the conditions set out in the relevant documents.
Reason for acquisition without consideration
If the recipient ceases to be a director of the Company before the day preceding the date of the first annual general meeting of shareholders held after delivery of the shares. This does not apply if the Board of Directors determines that the reason for the retirement or resignation is justified.
Stock Split Ratio5-for-1 stock split of common shares, effective 1 December 2022. 2-for-1 stock split of common shares, effective 1 March 2025.
Categories and Number of Persons Covered
3 directors (excluding directors who are Audit and Supervisory Committee members), 58,000 shares
Intended allottee's holding policy
For the 30-year period from 18 September 2026 to 17 September 2056, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of the common shares on the Tokyo Stock Exchange on 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥456. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The plan and the compensation amount and transfer restriction period were approved at the 84th Annual General Meeting of Shareholders held on 29 August 2019 and the 87th Annual General Meeting of Shareholders held on 26 August 2022. The current disposal was resolved by the Board of Directors.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of58,000 common shares of the Company (treasury shares)
Issue price and disposal price¥456 per share
Total issue value¥26,448,000
Amount of funds to be raisedTotal payment amount: ¥26,448,000; estimated net proceeds: Not disclosed
Payment date18 September 2026
Intended allotteeName 3 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 58,000 shares
Intended allottee's holding policyFor the 30-year period from 18 September 2026 to 17 September 2056, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the common shares on the Tokyo Stock Exchange on 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥456. No discount or premium was stated.
Transfer restriction period30 years from 18 September 2026 to 17 September 2056
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient has continuously remained a director of the Company through the date of the first annual general meeting of shareholders held after delivery of the shares. The restrictions may also be lifted upon retirement or resignation in certain circumstances, or in the event of a corporate reorganization, subject to the conditions set out in the relevant documents.
Reason for acquisition without considerationIf the recipient ceases to be a director of the Company before the day preceding the date of the first annual general meeting of shareholders held after delivery of the shares. This does not apply if the Board of Directors determines that the reason for the retirement or resignation is justified.
Categories and Number of Persons Covered3 directors (excluding directors who are Audit and Supervisory Committee members), 58,000 shares
Total Stock-Based CompensationAnnual amount of up to ¥60 million as restricted stock compensation
Stock Split Ratio5-for-1 stock split of common shares, effective 1 December 2022. 2-for-1 stock split of common shares, effective 1 March 2025.
Procedures under the Corporate Code of ConductThe plan and the compensation amount and transfer restriction period were approved at the 84th Annual General Meeting of Shareholders held on 29 August 2019 and the 87th Annual General Meeting of Shareholders held on 26 August 2022. The current disposal was resolved by the Board of Directors.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide the eligible directors with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TONE CO.,LTD. (5967) timely disclosure | Komori